Camp4 Therapeutics Corp
3 nominees · 3 ballot items.
Election of three Class II directors; Ratification of Ernst & Young LLP as independent auditors; Approval of Amendment No.1 to the 2024 Equity Incentive Plan (amending evergreen calculation to include pre-funded warrants).
Follow how the vote landed and what changed on Camp4 Therapeutics Corp’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot3
- 1
Election of Directors (Class II
ManagementBoard: FORElect Steven Holtzman, Murray Stewart, DM FRCP, and Richard Young, PhD as Class II directors for three-year terms.
- 2
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
- 3
Approval of Amendment No. 1 to the CAMP4 Therapeutics Corporation 2024 Equity Incentive Plan
ManagementBoard: FORApprove amendment to the 2024 Equity Incentive Plan to modify the evergreen provision to include pre-funded warrants in the calculation of outstanding shares for annual share reserve increases.
More detail
The Board seeks shareholder approval to amend the 2024 Equity Incentive Plan’s evergreen formula to include pre-funded warrants in the calculation of outstanding shares used to determine the annual automatic share reserve increase. Management’s rationale is that the company issued pre-funded warrants in its September 2025 private placement in lieu of common stock to certain investors, which meant the existing evergreen calculation—based solely on issued and outstanding common stock—did not reflect capital raised via pre-funded warrants, thereby creating a disproportionately smaller annual increase in the share reserve. The amendment is narrowly targeted (only the evergreen formula is changed), and the Board and compensation committee, with benchmarking support from Alpine, concluded it is reasonable and necessary to maintain competitive equity grant capacity for recruiting and retention. Approval would slightly increase the annual share pool (Company estimates an additional ~300,187 shares based on April 1, 2026 figures) and would apply prospectively beginning with the annual increase on January 1, 2027; failure to approve could constrain equity grant flexibility, potentially forcing alternative, less alignment-creating compensation methods. The proposal raises standard governance considerations—dilution, alignment, and whether increases are commensurate with capital raised by warrant issuances—and is management-recommended with the board’s reasoning explained in the proxy.
Nominees on the ballot3
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JANUS HENDERSON GROUP PLC | 12.1% | 6,307,636 | $28M |
| 2 | 5AM Venture Management, LLC | 11.3% | 5,869,091 | $26M |
| 3 | Vivo Capital, LLC | 8.2% | 4,246,568 | $19M |
| 4 | FMR LLC | 7.4% | 3,817,479 | $17M |
| 5 | BALYASNY ASSET MANAGEMENT L.P. | 5.1% | 2,632,437 | $12M |
| 6 | Enavate Sciences GP, LLC | 4.2% | 2,190,920 | $10M |
| 7 | a16z Capital Management, L.L.C. | 4.1% | 2,125,339 | $9M |
| 8 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 3.8% | 1,960,784 | $9M |
| 9 | Trails Edge Capital Partners, LP | 3.7% | 1,939,563 | $9M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 3.0% | 1,534,768 | $7M |
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Frequently asked questions
- When is the Camp4 Therapeutics Corp 2026 annual meeting?
- Camp4 Therapeutics Corp (CAMP) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.
- What is the record date for the Camp4 Therapeutics Corp 2026 meeting?
- The record date for the Camp4 Therapeutics Corp 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Camp4 Therapeutics Corp's 2026 meeting?
- The board is presenting 3 director nominees at the Camp4 Therapeutics Corp 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Camp4 Therapeutics Corp 2026 meeting?
- Shareholders will vote on 3 proposals at the Camp4 Therapeutics Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.
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